Foshan Nationstar Optoelectronics Co.Ltd(002449) director and senior management salary management and assessment system Chapter I General Provisions
Article 1 in order to further strengthen and standardize the company’s salary management, establish and improve the effective incentive and restraint mechanism, fully mobilize the enthusiasm and creativity of senior managers, and establish and improve the incentive and restraint mechanism, this system is hereby formulated in accordance with the company law and other relevant laws and the articles of Association, in combination with the actual situation of the company and on the basis of benchmarking the overall salary level of the industry. Article 2 the scope of application of this system: non independent directors and senior managers of the company, including the chairman, President, vice president, Secretary of the board of directors, chief financial officer and other personnel.
The Secretary of the Party committee of the company shall refer to the salary standard of the chairman of the system, and the full-time Deputy Secretary of the Party committee and the Secretary of the Discipline Inspection Commission shall refer to the salary standard of the deputy senior managers of the system.
Article 3 the external directors among the non independent directors of the company (who do not hold any other positions of the company except as directors of the company and do not participate in the actual operation and management of the company) do not receive remuneration in the company or participate in the internal remuneration performance evaluation of the company.
Article 4 directors who concurrently hold other positions within the company shall not receive additional director’s remuneration, but shall receive remuneration according to the standard of holding non director positions in the company; Senior managers of the company who concurrently hold two or more positions in the company shall only
Article 5 the annual remuneration of directors and senior managers of the company shall be determined in accordance with the following principles:
(1) Implement the principle of closely linking the income level with the company’s benefits and business objectives;
(2) Adhere to the principle of combining distribution according to work with equal responsibilities, rights and interests; (3) The principle of combining salary with the long-term interests of the company promotes the long-term and stable development of the company.
Article 6 after the system is reviewed and approved by the board of directors and the general meeting of shareholders, the salary and assessment committee shall organize and implement the annual performance assessment of the assessment objects according to the system. The assessment results shall be implemented after the board of directors has no objection. The salary and assessment committee shall supervise the implementation of the salary system.
Chapter II salary composition and application of assessment results
Article 7 the annual remuneration of non independent directors and senior managers of the company consists of five parts: basic annual salary, annual performance salary, incremental reward, special contribution award and term incentive income, namely:
Annual salary = basic annual salary + annual performance salary + incremental reward + special contribution award + term incentive income
Article 8 basic annual salary: refers to the annual basic income. It is determined by multiplying 4 times of the average salary of on-the-job employees of Urban Non private units in Guangzhou last year by the salary distribution coefficient.
Article 9 annual performance salary: Based on the basic annual salary, according to the results of annual comprehensive assessment and evaluation, combined with the adjustment coefficient of annual performance salary and the completion rate of annual assessment net profit, that is:
Performance pay = basic annual salary × Annual comprehensive evaluation coefficient × Performance adjustment coefficient × Completion rate of assessed net profit
Annual comprehensive evaluation coefficient: the coefficient grade is determined according to the evaluation score and management difficulty grade, and the maximum is no more than 2 (see attached table 1: correspondence table between annual comprehensive evaluation score and coefficient initial verification for details).
The annual comprehensive evaluation score consists of two parts: the evaluation score of Party construction and the evaluation score of business performance. The weight of Party construction assessment score and business performance assessment score is 30% and 70%.
3. The adjustment factor of the company’s annual net profit is determined according to the nature of the company’s performance appraisal, and the adjustment factor of the company’s annual net profit is not determined according to the main performance appraisal factors (see the attached table 3. The adjustment factor of the company’s annual net profit is determined according to the nature of the company’s performance appraisal, and the adjustment factor of the company’s annual net profit is not considered).
Appraisal net profit completion rate = appraisal net profit completion value / target value. If appraisal net profit completion rate ≥ 1, take 1. In case of special circumstances, it can be adjusted appropriately. Article 10 incremental reward: if the company exceeds the assessment net profit target of the current year, in principle, it can withdraw no more than 25% of the increase of after tax net profit guaranteed by operating cash flow after deducting non recurring income in the current year or current period as incremental reward. The specific withdrawal proportion and sub formula shall be proposed by the remuneration and assessment committee of the board of directors and determined by the board of directors.
Article 11 special contribution award: if the company has made outstanding achievements or made significant contributions in major project investment, asset revitalization, turning losses and increasing profits, performing social responsibilities, etc., it may declare special contribution awards, and the total amount of awards shall not exceed 1 million yuan. The company’s innovation driven, capital operation awards and special awards issued by other units are not limited by the total amount of special contribution awards. The specific reward amount and distribution scheme shall be proposed by the remuneration and assessment committee of the board of directors and determined by the board of directors of the company.
Article 12 term incentive income: refers to the income related to the assessment and evaluation results of the term of office of the person in charge of the enterprise. According to the assessment and evaluation results of the term of office, it shall be determined within 10% of the total annual salary level of the person in charge of the enterprise during his term of office. In principle, the person in charge of the enterprise can receive the term incentive only if the term comprehensive evaluation is at the general level or above. The annual assessment and tenure assessment results of the person in charge of the enterprise are divided into four grades: excellent, good, average and poor. The grade is verified according to the comprehensive assessment and evaluation score of the person in charge of the enterprise. The assessment score of more than 90 (inclusive) is excellent, 80 (inclusive) – 90 is good, 60 (inclusive) – 80 is general, and less than 60 is poor.
Chapter III salary accounting and payment
Article 13 the salary distribution coefficient is as follows: the distribution coefficient of the chairman is 1, the president is 0.95, and the annual salary of the Deputy principal is 0.6 to 0.9 times of the chairman’s annual salary according to his post responsibilities and risk-taking factors, which shall be preliminarily approved by the salary and assessment committee and finally approved by the board of directors of the company.
Article 14 the basic annual salary of the person in charge of the enterprise shall be paid on a monthly basis. The annual performance salary shall be liquidated every year according to the assessment year. If the company completes the objectives and tasks set at the beginning of the year in order and time, it can be paid in advance on a monthly basis within the range of no more than 60% of the predicted annual performance salary. Article 15 The term incentive income shall be paid within 2 years after the end of the term assessment. In principle, it shall be cashed year by year in the proportion of 6:4 from the first year after the end of the term.
If the person in charge of the enterprise is evaluated as excellent and good in the comprehensive assessment of his term of office, he will receive full term incentive; 60% of the term of office incentive will be given to those of general grade; Those with poor grades and new losses for three consecutive years not caused by policy and major force majeure factors shall not receive term incentive income.
If the term of office is not expired due to personal reasons, the term of office incentive shall not be implemented; If the term of office is not expired for non personal reasons, the corresponding term incentive income shall be paid according to the assessment and evaluation results of the term of office and in combination with the actual working time and contribution of the person in charge of the enterprise.
Chapter IV supplementary provisions
Article 16 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between this system and the latest laws, regulations and rules issued by the regulatory authority in the future, the latest laws, regulations and rules shall prevail.
Article 17 the board of directors shall be responsible for the interpretation of this system.
Article 18 the system shall be implemented from the date of deliberation and approval by the general meeting of shareholders, and the applicable time of the system shall be from January 1, 2021.
Schedule I:
Initial check of annual comprehensive evaluation score and coefficient
Initial value of comprehensive evaluation coefficient of evaluation grade evaluation score
Excellent 90 points or above
1.5 (including) – 2
80 points (inclusive) – 90 points
Good 1 (including) – 1.5
General 60 points (inclusive) – 80 points 0.5 points (inclusive) – 1
Less than 60 points 0
Schedule II:
Correspondence between performance adjustment coefficient and annual net profit completion value
Annual net profit P performance adjustment coefficient
Loss reduction 0.3 (inclusive) – 0.6
P ＜ 0
Loss increase 0 (including) – 0.3
0 ≤ P ＜ 20 million yuan 0.6 (inclusive) – 0.7
20 million yuan ≤ P ＜ 40 million yuan 0.7 (inclusive) – 0.8
40 million yuan ≤ P ＜ 100 million yuan 0.8 (inclusive) – 1
100 million yuan ≤ P ＜ 200 million yuan 1 (inclusive) – 1.2
RMB 800 million or less
500 million yuan ≤ P ＜ 800 million yuan 1.8 (inclusive) – 2.4
P ≥ 800 million yuan 2.4 (including) – 3
Note: the specific performance adjustment coefficient is mainly determined according to the annual assessment net profit of the enterprise and comprehensively considering the functional nature, industry and enterprise scale of the enterprise.
